Sponsor Shares shall have the meaning given in the Recitals hereto.
Initial Stock Loan Rate means, in respect of a Share, the Initial Stock Loan Rate specified in relation to such Share in the applicable Pricing Supplement.
Commitment Shares shall have the meaning set forth in Section 12.04.
Company Securities has the meaning set forth in Section 3.02(b)(ii).
Advance Shares means the Common Shares that the Company shall issue and sell to the Investor pursuant to the terms of this Agreement.
Investor Shares shall have the meaning given in the Recitals hereto.
Purchaser Shares means the common shares in the capital of the Purchaser.
Class B Investor Interest means, on any date of determination, an amount equal to (a) the Class B Initial Investor Interest, minus (b) the aggregate amount of principal payments made to Class B Certificateholders prior to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for all prior Transfer Dates pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated Class B Principal Collections allocated pursuant to subsection 4.12(a) on all prior Transfer Dates for which the Collateral Interest Amount has not been reduced, minus (e) an amount equal to the amount by which the Class B Investor Interest has been reduced on all prior Transfer Dates pursuant to subsection 4.10(a) and plus (f) the aggregate amount of Excess Spread allocated and available on all prior Transfer Dates pursuant to subsection 4.11(d) for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the Class B Investor Interest may not be reduced below zero.
Loan Investor means any person (including an Agency) having a beneficial interest in any mortgage loan originated, purchased or serviced by the Company or any Company Subsidiary or a security backed by or representing an interest in any such mortgage loan; and
NIM Securities As defined in the tenth Recital to this Agreement.
Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Available Shares means the sum of (i) one hundred fifty thousand (150,000) shares of Common Stock, and (ii) an annual increase on April 1st of each calendar year, beginning in 2022 and ending in 2031 (each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination, equal to the lesser of (A) four percent (4%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the Share Limit are available for issuance as Incentive Stock Options only to the extent that making such shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share Limit and Available Shares, shall remain at such level as they were prior to such applicable Date of Determination. For clarity, the Available Shares is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan.
Investor Group means the Sponsor and its affiliates, successors and assigns.
Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;
Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.
Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.
PIPE Shares shall have the meaning given in the Recitals hereto.
Corporation Securities means (i) shares of Common Stock, (ii) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation § 1.382-2T(h)(4)(v)) to purchase stock of the Corporation, and (iv) any other interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).
Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.
Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.
Investor Securities is defined in Section 2.1.
Consideration Shares has the meaning ascribed thereto in Section 2.2.
Eligible Investor Either (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (ii) an Institutional Accredited Investor.
Class A Shares means Class A ordinary shares, par value US$0.0001 per share, in the share capital of the Company.